UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): August 30, 2023
Commission File Number 000-55089
AUTO PARTS 4LESS GROUP, INC.
(Exact name of small business issuer as specified in its charter)
| Nevada |
|
90-1494749 |
(State or other jurisdiction
of incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
106 W. Mayflower, North Las Vegas, NV 89030
(Address of principal executive offices)
(702) 267-6100
(Issuer’s telephone number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Not applicable. |
|
|
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405
of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 4.01 |
Changes in Registrant’s Certifying Accountant. |
Dismissal of Independent Registered Public Accounting
Firm
On August 31, 2023 (the “Effective Date”),
Auto Parts 4Less Group, Inc., a Nevada corporation (the “Company”), dismissed L
J Soldinger Associates, LLC (“Soldinger”) as the Company’s independent registered public accounting firm.
The dismissal was approved by the Company’s board of directors.
None of the reports of Soldinger, on the Company's
financial statements for the past year contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty,
audit scope or accounting principles, except that Soldinger’ report dated August 11, 2023 included an emphasis of matter for substantial
doubt about the Company’s ability to continue as a going concern.
There were no disagreements between the Company and
Soldinger, for the most recent fiscal year ended January 31, 2023 and any subsequent interim period through the Effective Date on any
matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to
the satisfaction of Soldinger, would have caused them to make reference to the subject matter of the disagreement in connection with its
report. Further, Soldinger has not advised the Company that:
| |
1) |
information has come to the attention of Soldinger which made it unwilling to rely upon management's representations, or made it unwilling to be associated with the financial statements prepared by management; or |
| |
|
|
| |
2) |
the scope of the audit should be expanded significantly, or information has come to the attention of Soldinger that they have concluded will, or if further investigated, might materially impact the fairness or reliability of a previously issued audit report or the underlying financial statements, or the financial statements issued or to be issued covering the fiscal year ended January 31, 2023. |
In regards to internal controls necessary to develop
reliable financial statements, Soldinger has communicated to the Company as part of its required audit procedures that the internal controls
necessary to properly compile information into financial statements in compliance with US Generally Accepted Accounting Principles were
not effective as disclosed in Item 9A of the Company’s Annual Report on Form 10-K as of and
for the fiscal year ended January 31, 2023 as the Company did not maintain effective internal
control over financial reporting as a result of material weaknesses identified in its internal controls.
The Company provided Soldinger with a copy of the
disclosures in this Current Report on Form 8-K (the “Form 8-K”) prior to filing with the Securities and Exchange Commission
(the “SEC”). A copy of Soldinger’s letter dated September 5, 2023 to the SEC, stating whether it agrees with
the statements made in this report, is filed as Exhibit 16.1 to this Form 8-K.
Appointment of Independent Registered Public
Accounting Firm
On August 30, 2023, the Board of Directors of the
Company engaged Victor Mokuolu, CPA PLLC (“Victor Mokuolu”) to serve as the Company’s independent registered
public accounting firm for the year ending January 31, 2024. During the past two fiscal years ended January 31, 2023 and 2022, and from
January 31, 2023 to August 30, 2023, the Company did not consult with Victor Mokuolu regarding the application of accounting principles
to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on the Company’s financial
statements.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
- 2 -
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
Auto Parts 4Less Group, Inc.
|
| |
|
| Date: September 6, 2023 |
By: |
/s/ Christopher Davenport |
| |
|
Christopher Davenport, Chief Executive Officer |
- 3 -